02-03-2004 - California Street Hockey Association (CSHA) Restated & Amended AgreementCity of West Covina
TO: Andrew G. Pasmant, City Manager
and City Council
FROM: Steven L. Samaniego, Interim Director
Community Services Department
Memorandum
AGEND
ITEM. NO. E-2
DATE: February
PRINTED ON RECYCLED PAPER
SUBJECT: CALIFORNIA STREET HOCKEY ASSOCIATION (CSHA) RESTATED AND
AMENDED AGREEMENT
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the request from CSHA to defer the payment schedule of the Maintenance;) and Operation
Agreement with the City of West Covina by one year beginning 2002 to 2003; and
2. Approve the proposed Restated and Amended Maintenance and Operation Agreement to reflect operations
in the enclosed Planet Hockey facility; and
3. Approve CSHA request to activate a five-year option renewal as stated in the Agreement.
DISCUSSION:
Payment Deferral
2 2
The request from CSHA to defer the payment schedule by one year beginning 00 to 2003 was brought before
the City Council on November 18, 2003 because of a balance of $98,818.85 due by December 3.1, 2003.
On December 30, 2003, CSHA made a payment in the amount of $98,818.85 along with a 'letter of protest
(Attachment A). In addition to the $98,818.85, CSHA also made payments totaling $57,154 during 2003,
which represents 15% of their gross receipts during the year. Because the contract states that the CSHA shall
pay to the City their minimum balance before the end of the eighth year of operation, CSHA claims that they
have not had a full eight years of operation and that this $57,154 should be credited towards the repayment of
the City construction cost of $355,000. CSHA did not operate programming for ten months'I in 2002 during
construction of Planet Hockey and is therefore requesting that $57,154 in credit be applied in year 2004.
Applying the deferred payment schedule to year 2004 will resolve the $57,154 credit issue. If approved, the
fifteenth year of the Agreement would conclude in 2011.
Amended Agreement
The Restated and Amended Maintenance Agreement (Attachment B) maintains the original Agreement with
restated language addressing the following:
1. Public Open Skate: When Planet Hockey was an outdoor facility, the gates were left' open for public
use at all times not utilized by CSHA activities. The indoor facility requires supervision. The
existing Agreement does not address after -school public skate time. CSHA is currently staffing
Planet Hockey open skate Monday -Friday, 1:00 p.m. to 5:00 p.m. free to participants. Cost for the
City to schedule two part-time staff members for the after -school free skate program is
approximately $23,530 per year at current rates. The amended agreement provides a!,I$5,000 per year
rental credit to. CSHA to provide this service through the term of the agreement.
l 2. City Programming: The existing Agreement does not address the opportunity ,for the City to
schedule programming in the facility. The amended Agreement includes language that provides City
programming of twelve (12) events per year at no cost to the City. These events may include City-
wide special events, banquets, sporting events, tournaments and fundraisers. $
Language Clarification: Miscellany language clarification throughout the document includes such
items as changing "outdoor" to "indoor", "Human Services Department" to "Community Services
Department", and expanding the scope of activities from roller hockey to recreation programming.
f
ALTERNATIVES:
El
1. Approve the request from the CSHA to defer the payment schedule of the Maintenance and Operation
Agreement with the City by one year beginning 2002, approve the Amended Agreement and approve a
five-year renewal to the Agreement.
2. Deny request from CSHA to defer the payment schedule of the Agreement.
3. Deny request from CSHA to activate a five-year option renewal as stated in the Agreement.
4. Not approve the Amended Agreement.
FISCAL IMPACT:
Staff Recommendation: No fiscal impact to the Park Dedication Fees payment principle because the agreement
would extend an additional year beginning 2002 to 2003. The CSHA paid the balance in full on December 30,
2003, therefore, there is no interest loss to the City.
Alternative 2: There is no fiscal impact to the Park Dedication Fees.
Alternative 3: There is no fiscal impact to the Park Dedication Fees.
Alternative 4: Staffing a supervised after -school open skate program through the term of the existing
agreement, based on the current year cost of $23,530 with a 2% annual growth, is estimated to cost the City
$174,933.
Prepa ed by: fyndk Morgan
Community Services Manager
Reviewed/Approved by:
Finance
Reviewed Approved by: Steven L. Samaniego
Interim Community Services Director
Attachments: A CSHA Letter of Payment, December 30, 2003
B Restated and Amended Maintenance and Operation Agreement
R
f
I�
• ATTACHMENT A
i
December 30, 2003
s
City of West Covina II�
Department of Community Services
P.O.'Box 1440
West Covina, CA 91.793
Att: Lyndel Morgan
•II
Re: Planet. Hockey Lease
Dear Ms. Morgan: {
Attached. is a cheek.in the amount of $99,818.85. Please be advised that this payment is
being made under protest as we continue to Idispute the city's interpretation of the contract.
This payment is riot a concession and in no �,vay waives our rights in any dispute. We
maintain our belief this money is•not owed at this time due to the City's incorrect
interpretation of our contract for payments-dwed.
Yours truly,
i
'Gil1VIomson
C.S.H.A.
j
{ _
2564 ASSOCIATED ROAD, #9 ' •
, CALIFORNIA 92835 •.(714) 738-8329
• ATTACHMENT B
City of West Covina Planet Hockey I
RESTATED AND AMENDED
MAINTENANCE AND OPERATION AGREEMENT
This Restated and Amended Maintenance and Operation Agreement is made and entered into this day
of 2004, by and between the City of West Covina ("City") and California Street Hockey Association
("Association") to provide for the operation and maintenance of the Planet Hockey Facility located at Orangewood
Park, 1615 Merced Avenue within the City of West Covina.
RECITALS
WHEREAS, Association is organized and operated for the purpose of sponsoring and conducting hockey
activities, including team participation hockey sports activities, for children and adults.
WHEREAS, the City desires to provide an in -line hockey and recreation facility consisting of two (2)
regulation hockey. rinks, team locker rooms, restrooms and a modular structure for the selling, rental and/or repair of
hockey equipment ("Facility") at Orangewood Park for recreation purposes.
WHEREAS, Association shall be responsible for the operation and maintenance of the Facility pursuant to
this Agreement.
WHEREAS, the City shall receive a payment from Association for the term of this Agreement;
NOW, THEREFORE, the parties enter into this Maintenance and Operation Agreement, as follows:
1. TERM OF AGREEMENT
The term of this Agreement shall be for 15 years commencing on the date of execution of this Agreement,
and shall terminate on June 30, 2010, unless terminated or extended as provided herein.
The City may, at its sole option and sole discretion, renew this Agreement for an additional five (5) years,
each upon the same terms and conditions herein, if Association, six calendar months before the expiration
date of this Agreement, files with the Community Services Director or designee a written request for the
renewal and the City Council approves the renewal. It is the intent of the City and Association to make this
Facility both a public service and commercial success. Approval of renewal of this Agreement may be
based on performance of Association in providing the desired public service. The hockey facilities and
fixtures (excepting modular pro shop structure) shall be and remain the property of the City.
2. OPERATION OF FACILITY
2.1 Upon completion of the facility and notification from the City as set forth in section 12
hereof, Association shall commence and continue to manage, operate and maintain the
facility for the conducting of hockey and recreation -related activities.
2.2 Association shall provide league and tournament play for both youth and adults as agreed
upon by Association and City.
2.3 Association shall maintain the facility in a clean and safe condition for the operation of
recreation activities.
2.4 Association shall also have the ability to operate and maintain a portable structure on site
for the purposes of providing a pro shop for sale, rental and/or repair of equipment and
merchandise involving Planet Hockey related activities, provided that Association obtains
all required permits from the City.
1
3. MAINTENANCE OF IMPROVEMENTS AND EOUPIMENT
3.1 Association shall provide all maintenance (including major repair and replacement) on all
equipment and structures used in the operations permitted herein. City shall have the right
to direct Association to perform necessary repairs and maintenance to equipment and
structures owned by Association or by City. Because of City's interest in preserving its
equipment and providing clean, safe and sanitary conditions, and notwithstanding any
other provision of this Agreement, if Association fails to perform the maintenance
required hereunder within 72 hours of notice by City, City may cause the maintenance to
be performed in an efficient manner and to charge Association for the cost thereof. The
cost shall be equal to the sum of the cost of the direct labor and materials plus overhead.
3.2 Association shall be responsible for the cleanliness maintenance and upkeep of all
machinery, equipment, lights, light standards, and fixtures and surfaces located inside and
outside the rink and included as part of the Facility, as specified within this Agreement
and,Cooperative Agreement whether provided by the City or Association. Such
structures, machinery, equipment, and fixtures shall be maintained in a first class
condition and working order. Evaluation of this maintenance standard shall be at the sole
discretion of the City.
3.3 Association shall be responsible for maintaining all facilities within the enclosed area
designated for hockey and recreation purposes, including but not limited to locker room
and restroom amenities. The Facility may utilize existing restrooms at Orangewood Park.
City shall be responsible for the maintenance of the Orangewood Park restrooms located
adjacent to Planet Hockey. Association shall be provided with keys to the Orangewood
Park restroom facilities and shall be responsible for closing and locking the facilities by
12:00 a.m. each day and the City shall be responsible for unlocking the restroom facilities
by 8:30 a.m.
With respect to damage to property, City and Association hereby waive all rights of subrogation, one
against the other, but only the extent that collectible commercial insurance is available for said
damage.
4. ASSOCIATION STAFFING
4.1 Association shall staff the Facility with adequately trained staff on site to provide for at
least one official per game for league and tournament activities and other additional
personnel, including the site manager, at all times when the Facility is in use by,
Association.
4.2 Association shall provide trained, competent staff to manage and operate the Facility in a
professional and safe manner, Association shall provide for trained officials for the
conducting of League, Tournament and other recreation activities. Officials shall wear
prescribed uniform, as mutually agreed, while officiating activities. Hockey officials
shall be required to wear safety equipment to include helmet and eye protection, or shall
sign a release form stating that they are aware of possible hazards and release City and
Association of all liability.
4.3 Association shall conduct business hereunder in a manner acceptable to
City and shall, at all times, have a sufficient number of employees to furnish the best
service possible. All such employees shall be clean, neat and professional in appearance,
and shall be uniformed and identified in a manner acceptable to City and Association.
Vending or selling shall be done in an orderly, courteous, and well-conducted manner.
K
At any time when the Planet Hockey facility is in operation by Association, Association shall provide
for site supervision during that time period. This supervisional coverage includes rental of Facility for team
practices and any other rental and/or special events by outside organizations. Association's insurance per
this agreement shall be primary.
5. SAFETY EQUIPMENT
Association shall require the following safety equipment to be worn by any participant engaged in
hockey activities:
• protective hockey helmets
• eye protection
• gloves
• elbow pads
• knee pads
6. TEAM NAMES
Association shall not permit any team to use a name which is offensive, in poor taste, or connotes an
objectionable or derogatory meaning.
7. SPECIAL EVENTS AND ACTIVITIES CONDUCTED BY OUTSIDE ORGANIZATIONS
Association shall be responsible for rental of rink(s) to individuals, outside organizations and/or any
non -organizations which may request to utilize the Facility for special events, activities, pick-up play, team
practices, etc. Association shall not issue any court rental (except for individual team practice) or
reservation for any tournament, exhibition, clinic, league or ladder to be conducted by any other
organization or individual, unless such activity or event has been approved and agreed upon in advance, in
writing, by Community Services Director or designee and Association.
The Association shall have priority use of rink(s). Association agrees to make the facilities available
to the City twelve (12) days per calendar year at no charge. The City shall give Association a thirty
(30) day notice prior to each such event.
Association shall post signs in public view with name(s) and telephone number(s) of individual(s) to
contact to rent the Facility.
8. FEES
The Association shall notify the Community Services Director or designee of all fees charged for use
of the Facility in writing to be kept on file..
9. LAWS AND ORDINANCES
1
Association shall'comply with all applicable federal, state and local laws, rules, regulations, and the
directives issued by City relating to the operations permitted herein. Failure to do so may result in the
immediate suspension of this Agreement.
10. CONDUCT
K
Association shall at all times conduct the operations permitted herein in a quiet and orderly manner to
the satisfaction of City. Association shall permit no intoxicated person, profane or indecent language,
or boisterous or loud conduct on or about the Facility. If an ongoing condition develops which
requires repeated assistance and/or intervention by the West Covina Police Department, City shall have
the right to require Association to obtain private, licensed, uniformed security personnel as approved
by the West Covina Chief of Police to remedy the situation, or, if the condition persists, Association
agrees to reimburse City for police and/or fire services required as a result of activities conducted at
Planet Hockey.
11. PERSONAL ATTENTION
Association shall appoint a site manager under its direct control, who shall devote the greater part of
his/her time and attention to the operations permitted herein and shall promote, increase and develop
said operations and render every possible service and convenience to the public. Such managers shall
have full authority for operations permitted herein or -that portion under their control. In employing of
managers, Association shall seek individuals skilled in management of businesses similar to operations
permitted herein.
12. SCHEDULE OF OPERATIONS
Unless otherwise provided by permit, the Facility hours shall be 7:00 a.m. and run through 12:00 a.m.,
with the Association having priority use of the Facility. All activities shall cease by 11:30 p.m. and all
persons shall vacate the grounds by 12:00 a.m.
Before commencing operation each calendar year under the terms of this Agreement or any renewal
thereof, Association shall submit a written schedule of operation including days and hours to City for
approval. Association agrees to make the facilities available to the City at no charge. The Community
Services Director or designee and Association designee shall meet to determine and mutually agree
upon the calendar of Association and City events for the coming year. Final use of the facility shall be
determined at this meeting, and the City and Association must approve any change to the calendar of
events prior to any such events taking place on the facility. Schedules may be adjusted, but the
permitted hours of operation shall remain as a maximum at 7:00 a.m. through 12:00 a.m. No
individuals and/or members of the public or customers shall be allowed on the Facility between 12:00
a.m. and 7:00 a.m. without prior permission from City.
Between the hours of 1:00 p.m. and 5:00 p.m., Monday through Friday, Association shall supervise a
minimum of one rink open to the general public. Youth activities shall have priority on the rinks
before 6:00 p.m., Monday through Friday.
Association shall not deviate from the permitted hours of operation without the prior written approval
of City. Association shall post the hours of operation in public view.
13. CLEANLINESS OF ADJACENT PARK AREA
Association shall keep the area surrounding the operation in a clean and sanitary condition satisfactory
to City at all times. No offensive or refuse matter, nor any substance constituting an unnecessary,
unreasonable or unlawful fire hazard or material detrimental to the public health shall be permitted or
remain thereon, and Association shall prevent any such matter or material from being or accumulating
in the area.
14. ALTERATIONS OR ADDITIONS TO THE PREMISES
No alterations, changes, improvements or additions of any character shall be made by Association on
or to Orangewood Park, to structures or improvements at Orangewood Park without the prior written
4 1
0
15.
16.
17.
18.
19.
approval of City. Such changes shall be at the sole cost and expense of Association unless otherwise
agreed upon in writing by City.
All operations permitted herein must be compatible with planned or existing improvements and
facilities in the area.
Association shall confine the operations permitted herein strictly to that area set aside for that purpose.
All alterations, changes, additions, or improvements installed by the Association are intended by the
parties to become and remain property of the City, whether or not affixed to the land, except portable
restrdoms and modular structures.
Prior ito the commencement of operation and throughout the term and any extension hereof,
Association shall obtain and maintain an agreement with the West Covina School District to allow the
joint use of all parking stalls located on the school district's property adjacent to Orangewood Park.
ation and its employees shall not discriminate on the basis of race, religion, color, ancestry, sex,
orientation, AIDS, AIDS related condition, age, national origin, handicap or disability by
g to furnish such person any accommodation, Facility, service, or privilege offered to or
d by the general public. Nor shall Association or its employees publicize the operations
ted herein in any manner that would directly or inferentially reflect on or question the
ibility of the patronage of any person on such basis.
In the performance of this Agreement, Association shall not discriminate against employee or applicant
for employment on any such basis. Association shall take action to ensure that applicants are
employed, and that employees are treated without regard to any such basis.
Association shall correct safety deficiencies and violations of safety practices immediately and shall
coop irate fully with City in the investigation of accidents occurring at the Facility. In the event of
injur}, to a patron or customer, Association shall ensure that the injured person receives prompt and
qualified medical attention. If Association fails to correct hazardous conditions which have led to or,
in the; opinion of City, could lead to injury, City may immediately suspend this Agreement.
Any permission required hereunder shall be obtained in writing by Association from City and any
errors or omissions there from shall not relieve Association of its obligations to faithfully perform the
conditions herein. Association shall immediately comply with any written request or order submitted
to it i 1 writing by City. City, as defined in this section, shall be the Community Services Director or
Association will be granted permission to operate a pro -shop and snack bar as an additional service to
the public, subject to City's regular rules and regulations pertaining to such operations. Association
shall provide the facilities from which such operations shall be maintained and are totally responsible
for,all theft and other damage to equipment that is stored on premises. Those items sold from the pro-
5
i
shop shall be Planet Hockey activity related and all .merchandise is subject to approval by the
Community Services Director.or designee. At the City's discretion, the City, Association or a third
party contractor may operate the snack bar.
The City reserves the right to implement a city-wide vending machine program and city-wide
advertising campaign at City facilities. Planet Hockey is one of several facilities included in the
program.
20. LICENSES PERMITS, AND TAXES
Association shall obtain and pay for all licenses and permits (including a City business license and
resale permit) required for operations of the Facility and any subsequent pro shop and snack bar. In
addition, Association shall pay for any and all taxes levied on the Facility or its business or equipment.
The City shall waive all construction fees for building, electrical, mechanical, plumbing, sign,
engineering, and planning permits.
21. TRANSFER OR ASSIGNMENT
Association shall not use the Facility or allow it to be used or occupied by any person or for any other
use than that herein specified, without the prior written consent of City. In the event of such
unpermitted subletting, assignment, or the insolvency or bankruptcy, either voluntary or involuntary, of
Association, City may, at its sole option, suspend or terminate this Agreement.
22. STANDARDS OF SERVICE
City or authorized representative shall have the right to approve the level of service and to order such
service discontinued or remedied. If the quality of service or products or the cleanliness of the Facility
are not at a level"of satisfactory to City or do not adequately meet the needs of the public, or if
Association violates any of the terms or conditions of this Agreement, then City shall have the right to
suspend this Agreement by giving notice to Association in advance of such suspension. Upon receipt
of such notice, the Community Services Director or designee and Association shall meet within ten
(10) working days to resolve the unsatisfactory occurrence. If the occurrence is not remedied to the
City's satisfaction within thirty (30) days notice thereafter, the City may terminate this Agreement.
Association or its authorized manager, shall supervise the operations permitted hereunder during the
hours in which the concessions are open for business. Any notice or order given to Association's
manager shall be binding as though delivered and served on Association. If, at any time, City or its
authorized representative makes a determination that the manager or any employee of Association is
unsatisfactory, and City gives notice to Association of such deficiencies with the City, and take
appropriate remedial steps up to and including replacement of the manager with a suitable manager
within a reasonable time not to exceed thirty (30) days.
23. SUSPENSION TERMINATION AND EXPIRATION
Except as set out in paragraph 22 and paragraph 28, if a circumstance occurs which under the terms of
this Agreement would result in suspension or termination, then within ten (10) days of notice from
City of intended suspension or termination, City and Association representatives shall meet and
directly work to resolve the problem. If there is no resolution of the problem at that time, City may
terminate the agreement as set out in paragraph 27.
If City requires Association to terminate their operation, and it is for cause, there will be no liability on
City's part to reimburse Association for loss. Association does not hereby waive any rights it may
have just compensation for breach of contract.
R
23.1
24.
Upon the termination or expiration of this Agreement, or any extension thereof, the. City at its sole
option, may require the Association to return this site to the condition in which it existed prior to the
Association's entry upon the site,_ and remove any improvements or equipment owned by Association
that has been installed, or the City, at its sole option, may require the Association to leave selected
improvements or equipment owned and installed by the Association in a safe condition. All costs for
disassembling and removal shall belong to Association. In addition, City reserves rights to operate
existing Planet Hockey programs. Association is prohibited from dismantling program, or recruiting
teams away from the Planet Hockey program. Association will make available to City all program
information including, but not limited to: team rosters, program and staff schedules, vendor
information, contracts and records of accounts for three most recent years.
DEFAULT
In the event Association shall fail or refuse to improve, or change the operations permitted herein or to
conform to the rules, regulations, or directions of City,; or fails or refuses to pay the consideration ' or
I
ny part thereof due hereunder after the same shall become due, or defaults in the performance of any
other term herein and said default continues for thirty (30) days after notice (and after meeting as set
out in Section 23), City may terminate this Agreementlandeither immediately take possession of the
operations herefore conducted by Association or require Association to remove any or all
improvements at Association expense. Such foregoing remedies are cumulative and shall not impair
any other rights or remedies of City.
RIGHT OF INSPECTION
City shall have the right to enter the Facility at any ani
inspection and observation of Association's operation,
right to utilize photographic devices and other instrum
place at Planet Hockey. Inspections may be made by
contractors engaged by City. City shall have the right
conditions of this Agreement are being met and to obs
patrons in order to evaluate the quality and quantities ,
dispensed, the courtesy extended to and methods of de
caliber of Association's employees and for any purpos
25. FORMULA FOR PAYMENTS
To ensure the City's recovery of the 1995 constructio
payment equal to a percentage of gross receipts or a r
If the revenues received by the City exceed the minirr
costs to construct the Facility are recouped in less tha
removed as of the date the City's costs have been reps
specified percentage of gross receipts. In the event tb
recovered by the end of the seventh year, Association
the end of the eighth year of operation.
all reasonable times for the purpose of
During these inspections, City shall have the
nts for recording conditions and events taking
ty employees or may be made by independent
a inspect to determine if the terms and
rve transactions between Association and
Ffood or drinks or other items sold or
ling with the public, the performance and
incidental to the rights of City.
investment, the Association shall pay to City a
aimum guaranteed amount as specified below.
m guarantees set forth below, and the City's
seven years, then minimum guarantees are
1, and thereafter the City will receive the
City's costs of construction are not fully
call pay to the City outstanding balance before
The City of West Covina shall receive the following payments:
Year 1
20% of
gross
Year 2
20% of
gross
Year 3
20% of
gross
Year 4
20% of
gross
Year 5
15% of
gross
Year 6
15% of
gross
Year 7
15% of
gross
7
$35,000, whichever is greater
$50,000, whichever is greater
$50,000, whichever is greater
$55,000, whichever is greater
$55,000, whichever is greater
$60,000, whichever is greater
$60,000, whichever is greater
25.1
25.2
Gross receipts shall include any and all revenues received, without deduction of any sort, from all
sources, including (but not limited to) the following:
a) Adult league fees
b) Youth league fees
c) Tournament fees
d) Clinic fees
e) Facility rental fees
All payments shall be due four (4) times a year, sixty (60) days following the start of each hockey
or activity season. The annual balance is due in full by December 31 of each year.
Gross receipts as defined herein shall not include pro shop or snack bar sales. Association shall
pay to City $600 per year to operate the snack bar services.
Association shall receive a $5,000.00 per year rent credit for operating a free public skate program
Monday through Friday, 1:00 pm to 5:00 pm.
REPORTS BY ASSOCIATION
Association shall submit gross receipts reports and payments four (4) times per year showing
gross receipts for each season of play from the operations permitted herein. Said report and
payments are due to the City sixty (60) days following the beginning of each season. The reports
shall show both adult and youth league fees, tournament fees, clinic fees, and facility rental fees.
In the event Association fails to submit a payment or report by the due date, Association shall pay
to City a late charge of ten percent (10%) on the outstanding unpaid balance, or $25.00, whichever
is greater, or the maximum permitted by law. If a due date falls on a non -workday, the late charge
will not apply until the next workday. If the Association offers unusual or extenuating
circumstances for not making said payment when due, .the Community Services Director or
designee at his/her discretion may waive the late charge. If Association pays with a check
returned for insufficient funds, Association shall also pay a service charge per Finance Department
policy in addition to applicable late charges or otherwise as provided by City ordinance, and
Association shall thereafter make all payments in cash or by money order. '
RECORDS AND BOOKS OF ACCOUNT
Association shall keep or cause to be kept in accordance with generally accepted accounting
principles full and accurate books of account, records, cash receipts, and other pertinent date
showing its gross receipts. Such books of account, records, cash receipts and other pertinent data
shall be kept for a period of four (4) years after the end of each accounting year and partial
accounting year, and shall be made available to the Community Services Director or designees
upon 72 hours notice. The receipt by Director of any statement or any payment of the percentage
of gross receipts for any period shall not bind Director to the correctness of the statement or the
payment. Director shall be entitled at any time during the term and within two (2) years after
expiration or termination of this Agreement to inspect and examine records, books of account, cash
receipts, and other pertinent data of Association so Director can ascertain the percentage of gross
receipts and sales tax, as applicable, due to City. Association shall cooperate fully with Director
with respect to the inspection. Director shall hold all such data as competitive sensitive data to
extent allowed by law.
City may request an independent audit of Association during normal business hours. The
Association may be responsible for proceeds no more than three years past from date of audit.
0
26. PROPOSAL
If any discrepancies exist, the provisions of this Maintenance and Operation Agreement shall have
precedence over what is stated in the proposal.
27. NOTICES
Notices shall be in writing addressed to:
Association:
California Street Hockey Association
c/o Bryan Garland
2564 Associates Road, #9
Fullerton, CA 92835 \
City:
Community Services Director or designee
City of West Covina
P.O. Box 1440
West Covina, CA. 91793
28, LIABILITY INSURANCE
Without limiting the Association's indemnification, the Association shall secure from a good and
responsible company or companies doing insurance business in the State of California, pay for, and
maintain in full force and effect for the duration of this Agreement, a policy of comprehensive general
liability insurance, and shall furnish a Certificate of Liability Insurance and applicable endorsements to
the Community Services Director. Said policy shall provide:
(a) An Endorsement naming the City and West Covina School District, their officers, agents, and
employees as additional insureds before execution of this Agreement by the City.
(b) The Association also shall maintain throughout the term of this Agreement, comprehensive
automobile liability insurance (including owned, non -owned and hired automobile hazards)
on the same terms and conditions.
Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached
thereto, the protection offered by the policy shall:
(a) Insure the City, their officers, employees and agents, while acting within the scope of their
duties under this Agreement, against all claims arising out of, or in connection with, the
Agreement.
(b) A combined single limit policy for both liability and property in the amount of $1,000,000 per
occurrence will be considered equivalent to the required minimum limits. The Association
may file insurance acceptable to the City, covering more than one project.
(c) Bear an endorsement or shall have attached a rider providing that in the event of expiration
or proposed cancellation of such policy for any reason whatsoever, the Community Services
Director shall be notified by registered mail, postage prepaid, return receipt requested, not less
than thirty (30) days before such expiration or cancellation is effective.
Workers' Compensation Insurance
By execution of this Agreement, the Association agrees to the following certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be
insured against liability of Workers' Compensation onto undertake self-insurance before commencing any
of the work.
The Association shall also comply with Section 3800 of the Labor Code by securing, paying for and
maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation
Insurance, and shall furnish a Certificate 'of Insurance to the Community Services Director before execution
of this Agreement by the City. The City, their agents, officers and employees shall not be responsible for
any claims in law or equity occasioned by the failure of Association to comply with this section.
Every compensation insurance policy shall bear an endorsement or shall have attached a rider providing
that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the
Community Services Director shall be notified by registered mail, postage prepaid, return receipt
requested, not less than thirty (30) days before such expiration or cancellation is effective.
29. INDEMNIFICATION CLAUSE
Association shall indemnify, defend, protect and hold harmless the City, their officers, agents, and
employees from, and against, any claim, loss, liability or expense, including reasonable attorney's fees,
court costs, and necessary disbursements, for any damage whatsoever, including but not limited to, bodily
injury, death, or injury to property, arising or alleged to arise from any act or omission of Association, its
officers, employees, or agents in the performance or non-performance of this Agreement.
30. PLAYER RELEASE FORMS
Association shall not permit any individual to participate in any organized activity on the Facility without
first having completed a release form, such release forms shall be approved by City in advance.
31. CONTROL OF FACILITY
If necessary for the health, welfare or safety of the general public, or as a result of the suspension or
termination of this Agreement, Community Services Director or designee shall have the right to enter the
Facility and take possession thereof immediately.
32. MAILING LIST
Association shall, during the term of this Agreement, maintain City on Association's regular mailing list for
all correspondence which is generally sent out to teams. This shall include all team schedules and any
correspondence dealing with the operation of,the Facility. All correspondence shall be addressed to:
Community Services Department, P.O. Box 1440, West Covina, CA 91793, Attn: Community Services
Director or designee.
33. INDEPENDENT CONTRACTOR
The Association is and shall at all times remain as to the City, a wholly independent contractor. Neither the
City, nor any of their officers, employees or agents shall have control over the conduct of the Association
or any of the Association's officers, employees or agents, except as herein set forth. The Association shall
not at any time or in any manner represent that it or any of its officers, employees or agents are in any
manner officers, employees or agents of the City, nor shall City officers, employees or agents be deemed
the officers, employees or agents of Association as a result of this Agreement.
10
0
e
34. LEGAL RESPONSIBILITIES
The Association'shall keep itself informed of City, State, and Federal laws, ordinances and regulations,
which in any manner affect the performance of its services pursuant to this Agreement. The Association
shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor
their officers, agents or employees shall be liable at law or in equity as a result of the Association's failure
to comply with this section.
35. NO WAIVER OF CONDITIONS
No waiver of any conditions of.performance under this Agreement shall be constructed as waiver of any
other condition of performance under its Agreement or as a continuing waiver of that condition. All
waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of
City and Association.
36. FAMILIARITY WITH WORK
By executing this Agreement warrants that: (1) it has thoroughly investigated and considered the work to
be performed; (2) it has investigated the site of the work and fully acquainted itself with the conditions
there existing; (3) it has carefully considered how the work should be performed; and (4) it fully
understands the facilities, difficulties, and restrictions attending performance of the work under this
Agreement. Should Association discover any latent or unknown conditions materially differing from those
inherent in the work or as represented by City, it shall immediately inform City of such fact and shall not
proceed, except at Association's risk, until written instructions are received from City.
37. TIME OF ESSENCE
Time is the essence of this Agreement.
38. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT
This experience, knowledge, capability, and reputation of Association, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Association shall not contract
with any other entity to perform in a whole or in part the services required hereunder without express
written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without prior written approval of City. If Association is
permitted to subcontract any part of this agreement, Association shall be as fully responsible to City for the
acts and omissions of the subcontractor as it is for the acts and omissions of persons directly employed by
itself. Nothing contained in this Agreement shall create any contractual relationship between any
subcontractor and City. Association shall require every subcontractor to be bound by the terms of this
Agreement as applicable to his work.
39. MODIFICATIONS
This Agreement constitutes the entire agreement between the parties, and supersedes and rescinds the
Cooperative Agreement for Construction Activities dated February 2, 1995. This Agreement may be
modified only by subsequent mutual agreement executed by City and Association.
40. CALIFORNIA LAW
This Agreement shall be construed in accordance with the laws of the State of California.
41. INTERPRETATION
This Agreement shall be interpreted as though prepared by both parties. It may be executed in
counterparts.
42. ATTORNEY'S FEES
Should any litigation be commenced between the parties hereto to interpret or enforce the provisions of this
Agreement, the prevailing party in such litigation shall be entitled to recover a reasonable sum as attorneys'
fees, in addition to any other relief to which the party may be entitled in law or equity.
43. ENTIRE AGREEMENT
This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original.
This Agreement includes pages 1 through 43 and Attachments A, B, and C, which constitute the entire
understanding and agreement of the parties. This Agreement integrates all of the terms and conditions
herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or
their predecessors in interest with respect to all or any part of the subject matter hereof.
r
ATTEST:
City Clerk
12
City of West Covina
By
Steve Herfert, Mayor
California Street Hockey Association
Orangewood, Inc.
By
Bryan Garland, President
By
Gilbert Morrison II, Vice President
Vice President/Secretary
13